INSPIRED ENTERTAINMENT, INC. Item 7.01 Regulation FD Disclosure.
The information in this Current Report on Form 8-K under Items 7.01 and 8.01, including Exhibit 99.1, is being furnished to theSecurities and Exchange Commission , and shall not be deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") or otherwise subject to the liabilities of that section. It may only be incorporated by reference in another filing under the Exchange Act or the Securities Act of 1933, as amended, if such subsequent filing specifically references this Form 8-K. The furnishing of the information pursuant to this Item 7.01 is not intended to, and does not, constitute a determination or admission by the Company (i) that the furnishing of such information is required by Regulation FD, (ii) that such furnished information is material or complete, or (iii) that investors should consider such information before making an investment decision with respect
to any security of the Company.
Monthly Revenue, Adjusted EBITDA and Further Adjusted EBITDA
The following table sets forth our monthly revenue, Adjusted EBITDA and Further Adjusted EBITDA by segment for the periods indicated below and include reconciliations to net income/(loss) or net operating income/(loss), as applicable. For definitions of Adjusted EBITDA and Further Adjusted EBITDA, see "-Non-GAAP Measures" below. The monthly financial information was derived from our internal management reporting systems. The following table contains Adjusted EBITDA and Further Adjusted EBITDA, which are not presented in accordance withU.S. Generally Accepted Accounting Principles ("GAAP"). We present Adjusted EBITDA because we believe that this and similar measures are commonly used in our industry to measure performance. The Adjusted EBITDA and Further Adjusted EBITDA figures presented below have not been audited and are for informational purposes only. We record sufficient information to calculate segment Adjusted EBITDA on a monthly basis based on revenue, cost of sales (excluding depreciation and amortization), cost of product (excluding depreciation and amortization) and applicable elements of selling, general and administrative expenses, but not to calculate segment operating profit. The following financial information should be read in conjunction with our financial statements. 2019 Total January February March April May June July August September October November December ($ in millions)(1) (unaudited) Revenue: Gaming$ 7.2 $ 7.1 $ 9.1 $ 5.9 $ 5.9 $ 5.4 $ 6.1 $ 5.7 $ 6.0 $ 9.6 $ 10.1 $ 13.5 $ 91.5 Leisure 0.1 0.1 0.1 0.1 0.1 0.1 0.5 0.1 0.1 8.1 7.6 7.0 23.8Virtual Sports 2.9 2.7 3.5 2.9 2.7 2.7 2.5 2.4 2.5 2.6 2.7 3.2 33.4 Interactive 0.2 0.3 0.2 0.3 0.3 0.3 0.3 0.3 0.3 0.6 0.7 0.8 4.7 Total Revenue:$ 10.4 $ 10.2 $ 13.0 $ 9.2 $ 9.0 $ 8.5 $ 9.3 $
8.5
- - - - - - - - - - - - -
Adjusted EBITDA:(3)(4)
Gaming(5)(6) $ 3.5 $ 2.7 $ 4.5 $ 2.1 $ 1.7 $ 2.0 $ 1.9 $ 2.1 $ 2.0 $ 2.7 $ 2.8 $ 5.1 $ 32.8
Leisure(5) 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1 0.1 2.4 1.9 1.3 6.2
Virtual Sports (5) 2.1 1.8 2.8 2.2 1.9 2.1 1.9 1.8 1.9 2.0 2.0 2.6 25.2
Interactive(5) (0.1 ) (0.2 ) (0.2 ) 0.0 0.0 0.1 (0.1 ) (0.1 ) (0.1 ) 0.2 0.4 0.2 0.1
Corporate(5)(7) (1.1 ) (1.2 ) (1.1 ) (1.2 ) (1.2 ) (1.0 ) (1.2 ) (1.1 ) (0.6 ) (2.0 ) (1.1 ) (2.5 ) (15.3 )
Total Adjusted EBITDA:(8) $ 4.5 $ 3.1 $ 6.1 $ 3.1 $ 2.5 $ 3.3 $ 2.6 $
2.8
- - - -
Unrealized cost-related synergies:(10) 1.3 1.3 1.3 4.0
Total Further Adjusted EBITDA:(5)(8)(11)
$ 6.5 $ 7.2 $ 8.0 $ 53.0 2020 Total January February March April May June July August September October November December ($ in millions)(1) (unaudited) Revenue: Gaming$ 9.5 $ 8.3 $ 7.1 $ 1.0 $ 0.7 $ 2.6 $ 15.6 $ 7.2 $ 8.0 $ 9.4 $ 36.2 $ 4.9 $ 110.5 Leisure 6.5 6.6 4.3 0.0 0.1 0.2 3.8 6.7 7.1 6.1 1.1 1.2 43.6Virtual Sports 2.6 2.5 2.7 2.8 2.4 2.3 2.8 2.7 2.7 3.2 2.5 3.1 32.4 Interactive 0.7 0.6 0.9 1.1 1.2 1.2 1.0 1.3 1.2 1.1 1.3 1.8 13.3 Total Revenue:$ 19.3 $ 18.0 $ 15.0 $ 4.9 $ 4.4 $ 6.3 $ 23.2 $
17.9
- - - - - - $ 9.7 - - - $ 32.5 - $ 42.2
Adjusted EBITDA:(3)(4)
Gaming(5)(6) $ 3.3 $ 2.1 $ 1.0 $ (0.3 ) $ (0.5 ) $ 0.9 $ 11.1 $ 2.7 $ 2.5 $ 3.7 $ 32.5 $ (1.3 ) $ 57.9
Leisure(5) 1.1 1.5 (0.2 ) (1.0 ) (0.7 ) (1.0 ) (0.2 ) 1.8 1.9 1.1 (1.6 ) (1.2 ) 1.3
Virtual Sports (5) 1.8 1.7 2.3 2.1 2.0 1.9 2.3 2.1 2.4 2.5 1.9 2.1 25.1
Interactive(5) 0.2 0.1 0.4 0.8 0.8 0.8 0.7 0.8 0.7 0.6 0.8 0.7 7.5
. . .
Item 8.01 Other Events.
Private Offering of Senior Secured Notes. On May 10, 2021 , the Company issued a
press release announcing that it had commenced a private offering of £235.0
million aggregate principal amount of senior secured notes due 2026 (the "Senior
Secured Notes"). A copy of such press release is attached hereto as Exhibit 99.1
and is incorporated by reference herein.
The Senior Secured Notes will be issued by Inspired Entertainment (Financing)
plc , a wholly owned finance subsidiary of the Company, and will be guaranteed by
the Company and certain of its English and U.S. subsidiaries. The offering is
subject to market and other conditions, and there is no assurance that the
offering will be completed or, if completed, as to the terms on which it will be
completed.
The Company intends to use the proceeds from the offering of the Senior Secured
Notes (i) to repay its existing £145.8 million senior secured term loan facility
and €93.1 million senior secured term loan facility and accrued interest
thereon, (ii) to pay fees, commissions and expenses incurred in connection with
the refinancing, and (iii) for general corporate purposes, including to
close-out derivative contracts entered into in connection with the existing term
loan facilities. As part of the refinancing, the Company also intends to put
into place a new 4.5 year £20 million super priority senior secured revolving
credit facility.
The Senior Secured Notes will be offered only to "Qualified Institutional
Buyers" within the meaning of Rule 144A of the Securities Act of 1933, as
amended (the "Securities Act"), and to certain non-U.S. persons in transactions
outside the United States in compliance with Regulation S under the Securities
Act. The issuance and sale of the Senior Secured Notes and related guarantees
have not been, and will not be, registered under the Securities Act or the
securities laws of any state of the United States or other jurisdiction, and the
Senior Secured Notes and related guarantees may not be offered or sold within
the United States except pursuant to an exemption from, or in a transaction not
subject to, the registration requirements of the Securities Act and applicable
state or local securities laws.
The information contained in this Current Report on Form 8-K, including the exhibit hereto, is neither an offer to sell nor a solicitation of an offer to purchase any of the Senior Secured Notes or any other securities.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits Exhibit Number Description
99.1 Press Release dated
Inc.
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